EXHIBIT 10.27
June 30, 1997
Xx. Xxxxxx X. Xxxxxx
000 Xxxxx Xxxx Xxxxxx
Xxxxxx, XX 00000
Dear Xx. Xxxxxx:
SUBJECT: CONSULTING AGREEMENT
--------------------
This letter sets forth the terms and conditions of your Consulting Agreement
with ABT Building Products Corporation (the "Company"), which agreement shall be
effective as of the date of your normal retirement from active employment with
the Company and its subsidiaries at age 65 (the "Effective Date") and shall
continue until the fifth anniversary of the Effective Date (the "Consulting
Period").
During the Consulting Period, you shall make yourself reasonably available
to consult with the Board of Directors and senior management of the Company
regarding the Company's operations and strategic direction, including possible
acquisitions and new product introductions. To the maximum extent practicable,
such services shall be rendered by you from your personal residence, and you
shall not be required to devote more than 32 hours per month to providing such
services.
In exchange for your services hereunder and in consideration of your non-
compete covenant set forth in the following paragraph, you shall be paid a fee
of $150,000 per annum, payable in monthly installments on the first business day
of each calendar month. You shall also be entitled to reimbursement by the
Company of your reasonable out-of-pocket expenses incurred in connection with
the provision of your services hereunder. In the event of your death or
permanent disability during the Consulting Period, you or your estate shall be
entitled to continue to receive the annual fee through the expiration of the
Consulting Period. In addition, in the event of your death prior to age 65 or
at age 65 when your company insurance program ceases, ABTco shall allow your
surviving spouse to pay the applicable COBRA premium required to maintain ABTco
health insurance until she reaches age 65.
Xx. Xxxxxx X. Xxxxxx
June 30, 1997
Page 2
During the Consulting Period, you shall not directly or indirectly own,
manage, control, participate in, consult with, render services for, or in any
manner engage in Hardboard Siding, Hardboard Paneling, Fibre Cement Siding or
Vinyl Siding. Notwithstanding the foregoing, you shall not be prohibited from
owning less than 2% of any class of publicly-traded securities of an entity
engaged in a competing business solely for investment purposes.
Please evidence your agreement with the foregoing by executing this
Agreement in the space provided below.
Very truly yours,
ABT BUILDING PRODUCTS CORPORATION
By:_________________________________
Xxxxxx X. Xxxxxxx
Member, Executive Committee
Accepted and Agreed to:
______________________
Xxxxxx X. Xxxxxx
June 24, 1997
TO THE BOARD OF DIRECTORS OF ABT BUILDING PRODUCTS CORPORATION:
Enclosed is a Board Resolution for which we would appreciate your approval.
The Executive Committee, in discussion with Xxxxxx, would like to set in
place a Consulting Agreement. George's projected pension ($100,000 annually) is
low for his current salary and bonus and, for that matter, for CEO's in general.
In addition, we feel it important that the Company continue to receive his
advice and that he not compete with us in the marketplace.
Please indicate your approval by signing the document and forwarding it in
the courier packaging provided. Should you have any questions, please let me
know.
Very truly yours,
ABT BUILDING PRODUCTS CORPORATION
By:_________________________________
Xxxxxx X. Xxxxxxx
Member, Executive Committee
Enclosure
ABT BUILDING PRODUCTS CORPORATION
ACTION BY UNANIMOUS WRITTEN CONSENT
OF BOARD OF DIRECTORS
The undersigned, constituting all of the members of the Board of Directors
of ABT BUILDING PRODUCTS CORPORATION, a Delaware corporation (the "Company"),
hereby adopt the following resolutions by unanimous written consent pursuant to
Section 228(a) of the Delaware General Corporation Law in lieu of a meeting of
the Board of Directors:
XXXXXX CONSULTING AGREEMENT
---------------------------
WHEREAS, the Board of Directors deems it advisable and in the
Company's best interests to secure the services of Xxxxxx X. Xxxxxx, the
Company's chief executive officer, as a consultant following Xx. Xxxxxx'x
retirement from the Company at age 65 and to obtain a non-compete covenant
from Xx. Xxxxxx.
NOW, THEREFORE, BE IT:
RESOLVED, that the letter agreement between the Company and Xxxxxx X.
Xxxxxx dated June 30, 1997, in the form attached hereto is hereby adopted
and approved by the Board of Directors; and
FURTHER RESOLVED, that any executive officer or member of the
Company's executive committee is hereby authorized and directed to execute
and deliver the letter agreement by and on behalf of the Company and to
take such further actions as may be necessary to carry out the intent of
these resolutions.
The action taken by this consent shall be effective June 30, 1997, and
shall have the same force and effect as if taken at a meeting of the Board of
Directors duly called and constituted pursuant to the Company's by-laws and the
Delaware General Corporation Law. This consent may be executed in any number of
counterparts, all or which taken together shall constitute the same instrument.
___________________________ ___________________________
Xxxxxx X. Xxxxxx Warner X. Xxxxxxx
___________________________ ___________________________
Xxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx
___________________________ ___________________________
Xxxxxx X. Xxxxxxx W. Xxxxxx Xxxxx, III
___________________________
Xxxxxx X. Xxxx XX
